MEDIVISION : Converible Loan and Credit Line from Private Equity Fund

MediVision Medical Imaging Ltd. ?+(972) 4-989-4884 ?+(972) 4-989-4883

? 26 Sweden St. Haifa, Israel 34980

? noam@medivision.co.il

Haifa, Israel, September 18th, 2013 17:30 - MediVision Medical Imaging Ltd. (the "Company", EuroNext: MEDV) reports hereby an immediate report pursuant to the requirements of Israeli law and concerning the approval of a transaction according to Regulation 1(2) of the Israeli Companies Regulations (Relieves In Interested Parties' Transactions), 5760-2000 (the "Relieves Regulations").
1. Description of the Main Aspects of the Transaction:

17th 2013, the Company's Audit Committee and Board of Directors as well as the Board of Directors
of MTL, approved entering into a Convertible Loan and Credit Line Agreement with Sigma (the
"Agreement", and the "Transaction", respectively). The main terms of the Agreement and the
Transaction contemplated thereby include the following:
1.1 Sigma will extend MV, a senior secured convertible loan of an aggregate sum of US$500,000 (the "Loan"), and a credit line of an additional US$1,000,000 (the "Credit Line"), bearing accrued interest at the rate of 6% per annum. The Loan and Credit Line (if used) are repayable upon Sigma's demand (the "Demand") within 21 or 36 months ( "First Maturity Date" and "Second Maturity Date" respectively) whereas when a Demand is made on the First Maturity Date MV has the right to (i) Pay Sigma an amount equal to the outstanding principal and accrued but unpaid interest multiplied by 1.25, and receive back to the Company (or transfer to its order) the Advisory Shares (as term is set forth in Section 1.5 below), or (ii) pay 50% of the outstanding principal and accrued but unpaid interest on the First Maturity Date, with the remaining unpaid amounts multiplied by 1.5, within 9 months, whereupon Sigma shall keep the Advisory Shares. If the Demand is made on the Second Maturity Date MV shall pay Sigma an amount equal to the outstanding principal and accrued but unpaid interest multiplied by 2 and Sigma shall keep the Advisory Shares. Prepayment is also possible upon certain events of capital and/or debt raising by the MV and/or certain events entitling Sigma to accelerate repayment.
1.2 Upon the occurrence a of liquidation, dissolution, or winding up of MV, Sigma will have the right to (i) convert the outstanding principal and accrued but unpaid interest or (ii) demand that MV will pay an amount equal to the outstanding principal and accrued but unpaid interest multiplied by 2.
1.3 The Credit Line shall be available to MV in one or more payments, of a minimum principal amount of $250,000 (each a "Drawdown"), from time to time, over a period of 12 months. Drawdowns are conditioned upon certain terms, including MV securing new purchase orders, and complying with the requirements of the Agreement.
1.4 The proceeds of the Loan and Credit Line are designated to finance the on-going operations of
MV.
1.5 Under the terms of the Transaction, Sigma will also provide MV with advisory services, in consideration for (i) a fixed immaterial sum; and (ii) issuance of Ordinary shares of the Company, representing 3%of the Company's issued and outstanding share capital on a fully diluted basis, subject to certain anti-dilution provisions (the "Advisory Shares"). Commencing as of January 1,
2014, MV shall pay an availability fee equal to an annual rate of 2.5% of any amount of the outstanding annual unused portion of the Credit Line, calculated as an average of the monthly amounts unused.
1.6 The Loan (and interest) and the Facility Notes (if used), are convertible into Ordinary Shares of the Company at Sigma's option, representing 14.28% of the Company's issued and outstanding share capital on a fully diluted basis (including the Advisory Shares). However, conversion of the Loan and Facility Notes, in addition to conversion of the Previous Loan, shall entitle Sigma to a percentage in the Company's issued and outstanding share capital, on a fully diluted basis, of
25% only (rather than all 28.56% to which it would have otherwise been entitled under both the
Previous Loan and the current Agreement.
1.7 The Agreement further includes terms customary to such convertible loan transactions, including but not limited to representations and warranties, indemnification, limitations on certain future actions and transactions, reporting requirements, liens on MV's assets and guarantees (to secure the Loan and Credit Line) and payment of fees and expenses to Sigma. Sigma is also entitled to nominate a member of the Company's Board of Directors until its holding or debt fall below a certain threshold. In addition, the Agreement contains MV's right to demand prepayment, whereupon, Sigma has the right to (i) convert the outstanding principal and accrued but unpaid interest or (ii) to approve such prepayment for such outstanding principal and accrued but unpaid interest multiplied by 1.5 or by 2 if made respectively, prior to the First Maturity Date, or at any time on or after to the First Maturity Date.
1.8 Upon execution of the Agreement, MV received the Loan payment of $US500,000. Availability of the Credit Line and the completion of the Transaction are subject to consummation of a closing, expected to take place within the following weeks.
2. Personal Interest of Controlling Shareholders:
2.1 Among the guarantees to be provided under the Transaction, Messrs. Moshe Nur, Noam Allon, Gil Allon and Ariel Shenhar (the "Guarantors"), controlling shareholders of the Company who also serve as its directors and officers, each undertook to deliver Sigma personal promissory notes in an aggregate sum of up to US$750,000 (the "Personal Guarantees"). The Personal Guarantees shall be allocated among the Guarantors pro-rata to their shareholdings in the Company and are intended to secure repayment of the Loan and any used Credit Line and the performance of MV's undertakings pursuant to the Agreement.
2.2 The Guarantors shall not receive any consideration or other personal benefit whatsoever in connection with the Personal Guarantees, other than the benefit derived by MV and its shareholders generally from the availability of the Loan and Credit Line for funding the MV's activities.
3. A summary of the Company's Audit Committee and Board of Directors' reasons for approving the

Transaction:

The foregoing Personal Guarantees conform to the directives of regulation 1(2) of the Relieves
Regulations, contemplating a transaction which serves solely to benefit the Company.
4. Objecting to the Relieves:
Regulation 1.c of the Relieves Regulations provides as follows: (a) The relieves in accordance with Regulations 1 through 1.b shall not apply to a public company if one or more shareholders, holding at least one percent of the issued and outstanding capital or of the voting rights in the company, notified of his objection to the grant of relief as aforementioned (an "Objection"), provided the Objection had been submitted in writing no later than fourteen (14) days from the day the public company published a report to its shareholders concerning the adoption of such resolution; and (b) In the event that an Objection has been submitted as aforesaid, the transaction would require approval in accordance with the provisions of Section 273 or 275 to the Israeli Companies Law, 5759-1999, as applicable (i.e. approval by a general meeting of such company's shareholders, pursuant to the special majority votes detailed therein).

This information as well as other financial information can also be consulted on the Company's website (www.

medivision.co.il) under - Investor Relations tab.

This Report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks including but not limited to as listed below and other factors, which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results of outcomes may vary materially from those desc ribed herein as projected, anticipated, believed, estimated, expected or intended. Such abovementioned risks include but are not limited to:

1. Uncertain market acceptance of Company products - The Company's future growth and profitability will depend, in large part, on the acceptance by the market of the Company's existing

and proposed products. This acceptance will be substantially dependent on educating the market as to full capabilities, distinctive charac teristics, perceived benefits and efficacy of the Company's existing and proposed products. In addition, the future success of the Company's products will depend on their acceptance by customers and on such customers' willingness and ability to purchase such products. There can be no assurance that the Company's products will receive the necessary market ac ceptance. Failure of the Company's existing and/or proposed products to gain market acceptance could have a material adverse effect on the Company's business, financial condition and re sults of operations.

2. New products - The Company, through its Research and Development teams, engages in the development of new technologies and products and in the upgrading and improvement of

existing ones. There is no certainty that development of these technologies and/or products will be completed, successfully, or at all, or i f completed successfully, that a market for them will exist.

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